MassMouth 2 is an acclaimed Doom modification that is lot more plot driven than the original MassMouthPWAD. MassMouth must embark on a journey to save his boss, The Worm, who is kidnapped by a mysterious group of aliens. Some maps provide the player with differing paths. Also features multiple endings that can be achieved depending on the player's actions.

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John Romero: MassMouth's enemy. He abducts The Worm and harasses MassMouth along the way.

Linguica: John Romero's top henchman. He is met twice throughout the game.

QBot : A floating robot who appear in the ninth level. Depending on the player's actions, he may or may not reappear.

Professor Egnogin : A Zeebloid scientist. At first, he sends out his guards to eliminate MassMouth, but then he teleports our hero to the planet Ratama (after MassMouth threatens to kill him if he doesn't). His skin is much greener than MassMouth's and he speaks with a heavy German accent.

John Carmack : John Carmack lives in the forest with his clan. He and his fellow citizens are only a few centimeters tall, and his actions change depending on what the player has done before.

Rex : This creature lives with the Carmack clan. It looks like a robotic dog. According to QBot, it is unique, and whatever the player does, Rex is captured and taken to the Space Station Romero. Killing it results in player's death.

Zeebloids : The inhabitants of Zeeble. Most of them just wander around the city. Killing them results in player's death (in the training level, a Zeebloid can be killed without any consequences). Some of them guard the plant Egnogin works in and carry rayguns. They eventually attack MassMouth but are all shot down.

Ontras: Gray aliens which resemble giant squids. They are man-sized, and walk upright on their tentacles. They work for John Romero. Ontras carry advanced weapons, such as Ontra Shotguns. They also use rayguns, similar to those in The Adventures of MassMouth. Ontras that use rayguns (Ontra troopers) have 100 HP and Ontras that use shotguns (Ontra guards) and machine guns (Ontra officers) have 125 HP.

Shock Troopers: Taken from Half-Life: Opposing Force, these are strong enemies who shoot blue energy rays at MassMouth. They have 800 health points.

One Trooper is a friendly Shock Trooper who helps MassMouth in his quest.

Genestealers : These monsters are tall aliens with arms on their back and big hands. They exist in two forms : Genestealers Minoras (1000 HP), which are dark gray and shoot red plasma balls, and Majoras, which are even taller, green and more powerful and resistant. With 1250 hit points, they are really hard to kill.

Yodans : Those are huge monsters that attack by slamming their fists on the ground to cause earthquakes. They have a large tail, enormous jaws, a black hood and an armor. They are not commonly encountered throughout the game, but watch out as their 2000 HP make them a pain to kill. At one point of the game, you fight a Yodan in a cage, but this one is much weaker than usual (only 750 health points).

Rattamahattas : These tall, humanoid aliens are fast-moving and carry an automatic shotgun. Their main goal is to destroy MassMouth planet and slaughter its inhabitants. With only 300 hit points, they are not particularly hard to fell but they can induce lots of damage in a matter of seconds.

One Rattamahatta speaks to a whole army of his fellows in the seventh level. While it is obvious that he is hierarchically superior to the soldiers, his true rank is unknown.

Raptors : They are small, brown dinosaurs that are only met at one point or two of the game. They move quick and attack by slashing MassMouth with their claws. They also tend to form groups, which make them extremely dangerous. Have 500 health points.

There is a hidden type of monster and a special character met only in the secret level.

Ontra shotgun : Functions the same way as the shotgun from Doom. Uses shells.

Automatic shotgun : It is a weapon that has a high rate of fire, but it uses 3 shells per shot and you can only have 100 shells at maximum. Deadly, but easily eats up ALL your ammo.

Ontra machine gun : It is just the chaingun from Doom, only with a different skin. Uses bullets.

Railgun : This strong weapon fires rail slugs that can go through multiple enemies at once. The gun and its ammunition are not really common, so make sure to grab them because you will NEED this gun towards the end of the game.

Freeze raygun : This weapon shoots blue projectiles that freeze the monsters after a few shots. It uses the same ammo as the regular raygun. Actually it is not very powerful, so use it as a last resort.

Weapon 7 : This special weapon is broken into three pieces that are scattered in the penultimate level. It fires a strong projectile that will split in 4 smaller but extremely powerful projectiles. It is mandatory to gather all pieces because it makes the last fights much easier. This weapon uses the same ammo as the shovel. It is called Weapon 7 because it occupies slot 7 on the keyboard. It is a reskin of the Wraithverge from Hexen.

The fifteenth level, "Epilogue", is just a cutscene level. The sixteenth map, "Training Course", sits in its own episode and is not visited in the normal game. Levels 17 to 30 and level 32 are not replaced.

In the training course it is mentioned that the crates along the way do not contain anything and even if they did, they could not be broken. Also, in one of the last stages the crowbar from Half-Life is found, but it cannot be used.